Final Terms Citigroup Funding Inc.
Issue of EUR3,417,000 Reverse Convertible Notes due November 2012 linked to the Shares of Ferrovial S.A.
Guaranteed by Citigroup Inc.
Under the U.S.$30,000,000,000 Global Medium Term Note and Certificate Programme
INVESTORS SHOULD NOTE THAT THE ISSUER MAY PUBLISH SUPPLEMENT(S) TO THE BASE PROSPECTUS PRIOR TO THE ISSUE DATE (AS DEFINED BELOW). IN THE EVENT THAT A SUPPLEMENT RELATING TO THE NOTES IS PUBLISHED, INVESTORS WHO HAVE ALREADY AGREED TO PURCHASE OR SUBSCRIBE FOR THE NOTES BEFORE THE DATE OF PUBLICATION OF ANY SUCH SUPPLEMENT WILL HAVE THE RIGHT, EXERCISABLE BEFORE THE END OF THE PERIOD OF NOT LESS THAN TWO WORKING DAYS BEGINNING WITH THE WORKING DAY AFTER THE DATE ON WHICH SUCH SUPPLEMENT IS PUBLISHED, TO WITHDRAW THEIR ACCEPTANCES, WHICH MAY RESULT IN A DELAY OF THE ISSUE DATE AND/OR THE DATE OF DISTRIBUTION OF NOTES TO INVESTORS. THE ISSUER SHALL PUBLISH A NOTICE ON THE WEB-SITE OF THE LUXEMBOURG STOCK EXCHANGE (AT WWW.BOURSE.LU) NOTIFYING INVESTORS OF THE PUBLICATION OF ANY SUCH SUPPLEMENT AND THE RIGHTS OF INVESTORS IN RELATION THERETO.
The Base Prospectus referred to below (as completed by this Final Terms) has been prepared on the basis that, except as provided in sub-paragraph (b) below, any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer in that Relevant Member State of the Notes may only do so:
(a) in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer; or
(b) in those Public Offer Jurisdiction(s) mentioned in Paragraph 8 of Part B below, provided such person is one of the persons mentioned in Paragraph 8 of Part B below and that such offer is made during the Offer Period(s) specified for such purpose therein.
PART A – CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth under the sections entitled "Terms and Conditions of the Notes" and the Underlying Schedule applicable to the Underlying in the Base Prospectus and the Supplement, which together constitute a base prospectus for the purposes of the Prospectus Directive.
This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus, as so supplemented Full information on the Issuer, the Guarantor and the offer of the Notes is only available on the basis of the combination of this Final Terms and the Base Prospectus, as so supplemented.
The Base Prospectus and the Supplement are available for viewing at the offices of the Paying Agents and on the web-site of the Luxembourg Stock Exchange (www.bourse.lu). In addition, the Final Terms dated 30 March 2011 (the Original Final Terms) and the Notice dated 3 May 2011 (the Notice) to the Original Final Terms are available on the web-site of the Luxembourg Stock Exchange (www.bourse.lu). This document consolidates the provisions of the Original Final Terms and the Notice.
For the purposes hereof, Base Prospectus means the Base Prospectus in relation to the Programme dated 14 February 2011, as supplemented by a Base Prospectus Supplement (No.1) dated 2 March 2011 (the Supplement).
1. (i) Issuer: Citigroup Funding Inc.
(ii) Guarantor: Citigroup Inc.
2. (i) Series Number: EMTN2512
(ii) Tranche Number: 1
3. Specified Currency or Currencies: Euro (EUR)
4. Aggregate Principal Amount:
(i) Series: EUR3,417,000
(ii) Tranche: EUR3,417,000
The aggregate principal amount of the Notes to be issued will be determined by the Issuer on the basis of market conditions then prevailing, including supply and demand for the Notes and other similar securities
5. Issue Price: 100 per cent. of the Aggregate Principal Amount
6. (i) Specified Denominations: EUR1,000
(ii) Calculation Amount: EUR1,000
7. (i) Issue Date: 6 May 2011
3
8. Maturity Date: 6 November 2012, subject to adjustment in accordance
with the Modified Following Business Day Convention
9. Types of Notes: (i) Fixed Rate Underlying Linked Notes
(ii) The Notes relate to the Underlying specified in item 16(i) below
(iii) The Notes are Cash Settled Notes and may, in certain circumstances, be Physical Delivery Notes – see the Schedule attached hereto
In order to receive the Entitlement on the Maturity Date (subject as provided in the Conditions), Noteholders should complete and deliver an Asset Transfer Notice in accordance with the Conditions in any event as it may not be known prior to the Cut-off Date whether the Notes will be cash settled and/or settled by physical delivery of the Entitlement
10. Interest Basis: Fixed Rate – the Notes bear interest as specified in item
17 below
11. Redemption/Payment Basis Underlying Linked Redemption
12. Change of Interest or
Redemption/Payment Basis:
Not Applicable
13. Put/Call Options: Not Applicable
14. (i) Status of the Notes: Senior
(ii) Status of the Deed of Guarantee: Senior
15. Method of distribution: Non-syndicated
PROVISIONS RELATING TO UNDERLYING LINKED NOTES
16. Underlying Linked Notes Provisions: Applicable – the provisions of Condition 19 of the General Conditions apply
(i) Underlying:
(A) Description of
Underlying(s):
Common stock of the Share Company (ISIN: ES0118900010 )
(B) Classification: Share
(ii) Particulars in respect of each Underlying:
Share:
(A) Share Company: Ferrovial S.A.
(B) Exchange(s): Continuous Market (SIBE)
(C) Related Exchange(s): All Exchanges
(iii) Elections in respect of each type of Underlying:
Share:
(A) Additional Disruption
Event(s):
Hedging Disruption Increased Cost of Hedging
(B) Trade Date: 29 April 2011
(C) Share Substitution
Criteria:
Reference Index
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
17. Fixed Rate Note Provisions Applicable - the Interest Amount will be paid by the Issuer on the Interest Payment Date
(i) Interest Rate: Not Applicable
(ii) Interest Payment Date(s): The Maturity Date (iii) Interest Period End Date(s): Not Applicable
(iv) Interest Amount: EUR130.00 per Calculation Amount
(v) Broken Amount(s): Not Applicable
(vi) Day Count Fraction: Not Applicable
(vii) Determination Dates: Not Applicable
(viii) Other terms relating to the method of calculating interest for Fixed Rate Notes
Not Applicable
5 21. Underlying Linked Notes Interest
Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION
22. Issuer Call Not Applicable
23. Investor Put Not Applicable 24. Redemption Amount of each
Calculation Amount
See items 25 and 28 below
25. Underlying Linked Notes Redemption Provisions
Applicable
(i) Redemption Amount for
Underlying Linked Notes:
See the Schedule attached hereto
(ii) Specified Valuation Date(s): 29 October 2012. Such date shall be subject to adjustment as provided in Condition 19 of the General Conditions (such Valuation Date, the Final Valuation Date)
(iii) Valuation Disruption (Scheduled Trading Days):
Condition 19(c)(i) of the General Conditions applies
(iv) Valuation Disruption (Disrupted Days):
Condition 19(d)(i) of the General Conditions applies
(v) Valuation Roll: Eight
26. Mandatory Early Redemption Provisions
Not Applicable
27. Early Redemption Amount
(i) Early Redemption Amount(s)
payable on redemption for taxation reasons or illegality (Condition 5(b) of the General Conditions) or on Event of Default (Condition 9 of the General Conditions) and/or the method of calculating the same:
Condition 5(d)(iii)(A) of the General Conditions applies
(ii) Early Redemption Amount
includes amount in respect of accrued interest:
Yes: no additional amount of interest to be paid
28. Provisions applicable to Physical Delivery
Applicable
provided in Condition 6(j)(iv) of the General Conditions, a number of the Underlying determined by the Calculation Agent by reference to the following formula: Level Strike Underlying 000 , 1 EUR
(ii) Relevant Asset(s): The Underlying
(iii) Delivery Method and details required for delivery using such Delivery Method:
Via Euroclear and Clearstream, Luxembourg
(iv) Settlement Business Day(s): A Business Day and a day on which Euroclear and Clearstream, Luxembourg are open
If paragraph (ii) of the Schedule attached hereto applies, the Issuer shall deliver the Entitlement on the Maturity Date or, if such day is not a Settlement Business Day, the immediately succeeding Settlement Business Day
(v) Failure to Deliver due to
Illiquidity:
(Condition 6(j)(vi) of the General Conditions)
Applicable
(vi) Cash Adjustment: Applicable
The first paragraph of Condition 6(j)(iv) of the General Conditions shall be deemed to be deleted and the following substituted therefor:
"In respect of each Calculation Amount, the Entitlement will be rounded down to the nearest whole Tradeable Amount of the Relevant Asset in such manner as the Calculation Agent shall determine. Therefore, fractions of the Relevant Asset less than the Tradeable Amount will not be delivered and the Issuer shall pay to the relevant Noteholder a cash amount in EUR (rounded to two decimal places) (to be paid at the same time as delivery of the Entitlement) equal to the value of such Fractional Entitlement, calculated as the product of (i) the amount of such fraction (rounded to three decimal places) and (ii) the Underlying Closing Level on the Final Valuation Date"
Tradeable Amount: 1
29. Variation of Settlement
7
(ii) Holder's option to vary
settlement:
Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES 30. Form of Notes: Bearer Notes:
Temporary Global Note exchangeable for a Permanent Global Note on or after the Exchange Date which is exchangeable for Definitive Notes on a day falling not less than 60 days after that on which the notice requiring exchange is given by the holder or the Fiscal Agent and on which banks are open for business in London (being the city in which the specified office of the Fiscal Agent is located) and in Brussels and Luxembourg
31. New Global Note: No
32. Business Centres: London, New York City and TARGET Business Days
33. Business Day Jurisdiction(s) or other special provisions relating to payment dates:
London, New York City and TARGET Business Days
34. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):
No
35. Coupons to become void upon the due date for redemption of the Notes:
No
36. Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment:
Not Applicable
37. Details relating to Instalment Notes: amount of each Instalment Amount (including any maximum or minimum Instalment Amount), date on which each payment is to be made:
Not Applicable
38. Redenomination, renominalisation and reconventioning provisions:
Not Applicable
39. Consolidation provisions: The provisions of Condition 12 of the General
Conditions apply
41. Name and address of Calculation Agent: Citigroup Global Markets Limited at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom
42. Determinations: Any matter falling to be determined, considered, elected,
selected or otherwise decided upon by the Issuer, the Calculation Agent or any other person shall be determined, considered, elected, selected or otherwise decided upon by such person in good faith and in a commercially reasonable manner
DISTRIBUTION
43. (i) If syndicated, names and
addresses of Managers and underwriting commitments:
Not Applicable
(ii) Date of Subscription Agreement: Not Applicable (iii) Stabilising Manager(s) (if any): Not Applicable 44. If non-syndicated, name and address of
Dealer:
Citigroup Global Markets Limited at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom
45. Total commission and concession: 2.41 per cent. of the Aggregate Principal Amount which comprises the initial distribution fee payable to the Distributor(s), as defined in Paragraph 8 of Part B below. Investors can obtain more information about this fee by contacting the relevant Distributor(s) at the address set out in Paragraph 8 of Part B below or the Dealer at the address set out in item 44 above
In addition to the Spanish Offer Price, the Spanish Distributor may charge investors in Spain an initial participation commission of up to 2.00 per cent. of the Aggregate Principal Amount. Investors can obtain more information about this fee by contacting the Spanish Distributor at the address set out in Paragraph 9 of Part B below
46. U.S. Selling Restrictions: Regulation S Category 2; TEFRA
47. Non-exempt Offer(s): Details of the non-exempt Offer(s) are set out in
Paragraph 8 of Part B below
9
48. Additional selling restrictions: Not Applicable
PURPOSE OF FINAL TERMS
RESPONSIBILITY
The Issuer and the Guarantor accept responsibility for the infonnation contained in this Final Terms. Information set out in Part B hereto relating to the description of the ratings has been extracted from the web site of the relevant rating agency and infonnation set out in Part B hereto relating to the Underlying and the Share Company has been extracted from Bloomberg. Each of the Issuer and the Guarantor confirms that such infom1ation has been accurately reproduced and that, so far as it is aware, and is able to ascertain from such sources, no facts have been omitted which would render the reproduced infonnation inaccurate or misleading.
Dated 3 May 2011
Signed on behalf of the Issuer:
11
PART B – OTHER INFORMATION
1. LISTING AND ADMISSION TO TRADING
(i) Listing Official List of the Luxembourg Stock Exchange
(ii) Admission to trading: Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the regulated market of the Luxembourg Stock Exchange with effect from the Issue Date
2. RATINGS
Ratings: The Issuer's long-term/short-term senior debt is rated:
(i) S&P: A/A-1 (Negative Outlook)
(ii) Moody's: A3/P-1 (Negative Outlook)
(iii) Fitch: A+/F1+ (Rating Watch
Negative)
based on the guarantee by Citigroup Inc.
The ratings and outlooks are subject to change during the term of the Notes
Each such credit rating has been issued by a credit rating agency which is established outside the European Union and which is not registered under Regulation (EU) No 1060/2009 (the CRA Regulation)
In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and registered under the CRA Regulation unless the rating is provided by a credit rating agency operating in the European Union before 7 June 2010 which has submitted an application for registration in accordance with the CRA Regulation and such registration is not refused
Standard & Poor's Ratings Services a division of The McGraw-Hill Companies, Inc. (S&P)
relative standing within the rating category
A short-term obligation rated 'A-1' by S&P is rated in the highest category by S&P. The obligor's capacity to meet its financial commitment on the obligation is strong
An S&P rating outlook assesses the potential direction of a long-term credit rating over the intermediate term (typically six months to two years). In determining a rating outlook, consideration is given to any changes in the economic and/or fundamental business conditions. An outlook is not necessarily a precursor of a rating change or future CreditWatch action. 'Negative' means that a rating may be lowered
Moody's Investors Service (Moody's)
Obligations rated 'A' by Moody's are considered upper-medium grade and are subject to low credit risk. Moody's appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category
Issuers (or supporting institutions) rated Prime-1 ('P-1') by Moody's have a superior ability to repay short-term debt obligations
A Moody's rating outlook is an opinion regarding the likely direction of a rating over the medium term. The assignment of, or a change in, an outlook is not a credit rating action if there is no change to the credit rating. Where assigned, rating outlooks fall into the following four categories: Positive (POS), Negative (NEG), Stable (STA), and Developing (DEV - contingent upon an event)
Fitch Ratings Ltd. (Fitch)
Obligations rated 'A+' by Fitch denote expectations of low credit risk. This rating indicates that the capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions than is the case for higher ratings. The modifier '+' appended to the rating denotes relative status within this rating category
13
and indicate the strongest capacity for timely payment of financial commitments; the '+' denotes an exceptionally strong credit feature
Rating Watch: Rating Watches indicate that there is a heightened probability of a rating change and the likely direction of such a change. These are designated as "Positive", indicating a potential upgrade, "Negative", for a potential downgrade, or "Evolving", if ratings may be raised, lowered or affirmed. However, ratings that are not on Rating Watch can be raised or lowered without being placed on Rating Watch first, if circumstances warrant such an action
A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time. Each rating should be evaluated independently of any other rating
The Issuer's credit ratings are an assessment of the Issuer's ability to meet its obligations under the Notes, including making payments under the Notes. Consequently, actual or anticipated changes in the Issuer's credit ratings may affect the trading value of the Notes. However, because the Notes' yield is dependent on certain factors in addition to the Issuer's ability to pay its obligations on the Notes, an improvement in the Issuer's credit ratings will not reduce the other investment risks related to the Notes
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER(S)
Save as discussed in "Subscription and sale and transfer and selling restrictions for Notes" in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the Offer(s)
4. REASONS FOR THE OFFER(S), ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (i) Reasons for the Offer(s): See "Use of Proceeds" in the Base Prospectus
(ii) Estimated net proceeds: EUR3,417,000
For the avoidance of doubt, the estimated net proceeds reflect the proceeds to be received by the Issuer on the Issue Date. They are not a reflection of the fees payable by/to the Dealer and the Distributor(s)
(iii) Estimated total expenses: Approximately EUR15,000 (listing fees and legal expenses)
THE UNDERLYING
The Notes are linked to the performance of the Underlying and the cash amount payable or entitlement deliverable on redemption of the Notes is determined by reference to such performance If the official closing level of the Underlying on the specified valuation date is equal to or greater than 75 per cent. of the official closing level of the Underlying on 29 April 2011 (adjusted as provided herein) (the Underlying Strike Level), the redemption amount in respect of each EUR1,000 in principal amount of the Notes shall be EUR1,000
If, however, the official closing level of the Underlying on the specified valuation date is less than 75 per cent. of the Underlying Strike Level, the Issuer will deliver an amount of the Underlying as calculated herein in respect of each EUR1,000 in principal amount of the Notes, the value of which will be less than the principal amount of the Notes
An interest amount being EUR130.00 in respect of each EUR1,000 in principal amount of the Notes will also be paid by the Issuer on the Maturity Date
Information in relation to the Underlying and the Share Company and information in relation to the past and further performance of the Underlying and its volatility may be obtained from the Electronic Page, the web-site of the Share Company (www.ferrovial.com) and from the Exchange. The registered office of the Share Company is Principe de Vergara, 135 28002 Madrid, Spain.
The web-site of the Share Company has been provided for convenience only and no information from such web-site is deemed to be incorporated in or forms part of this Final Terms and neither the Issuer, the Guarantor nor the Dealer take any responsibility for the information contained on such web-site
6. DISCLAIMER Bloomberg®
Certain information contained in this Final Terms consists of extracts from or summaries of information that is publicly-available from Bloomberg L.P. (Bloomberg®). The Issuer and the
Guarantor accept responsibility for accurately reproducing such extracts or summaries and, as far as the Issuer and the Guarantor are aware and are able to ascertain from such publicly-available information, no facts have been omitted which would render the reproduced information inaccurate or misleading. Bloomberg®makes no representation, warranty or undertaking, express or implied, as
to the accuracy of the reproduction of such information, and accepts no responsibility for the reproduction of such information or for the merits of an investment in the Notes. Bloomberg® does
not arrange, sponsor, endorse, sell or promote the issue of the Notes 7. OPERATIONAL INFORMATION
ISIN Code: XS0609317713
Common Code: 060931771
Any clearing system(s) other than
Euroclear Bank S.A./N.V. and
Clearstream Banking, société anonyme and DTC and the relevant identification number(s) and details relating to the relevant depositary, if applicable:
15
Delivery: Delivery versus payment
Names and addresses of initial Paying Agent(s):
Citibank, N.A. at London branch, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom
KBL European Private Bankers S.A. at 43, boulevard Royale, L-2955 Luxembourg
Names and addresses of additional Paying Agent(s) (if any):
Not Applicable
Name and address of Registrar: Not Applicable
Name and addresses of Transfer Agents: Not Applicable Intended to be held in a manner which
would allow Eurosystem eligibility:
No
8. TERMS AND CONDITIONS OF THE OFFER(S) 8.1 Terms and Conditions of the Spanish Offer
Non-exempt Offer: An offer (the Spanish Offer) of the Notes may be
made other than pursuant to Article 3(2) of the Prospectus Directive in the Kingdom of Spain (Spain) during the period from (and including) 1 April 2011 to (and including) 29 April 2011 (the Spanish Offer Period), during the hours in which banks are generally open for business in Madrid If the Issuer receives subscriptions for Notes with an Aggregate Principal Amount of EUR15,000,000, the Issuer may close the Spanish Offer Period before 29 April 2011
The Issuer may also decline applications and/or accept subscriptions which would exceed the Aggregate Principal Amount of EUR15,000,000, as further described below
In the event that the Spanish Offer Period is shortened as described above, the Issuer shall publish a notice on the web-site of the Luxembourg Stock Exchange (www.bourse.lu)
Directive
Spanish Offer Price: The offer price in respect of each Calculation
Amount offered by the Spanish Distributor to investors in Spain is EUR1,000 (the Spanish Offer Price)
In addition to the Spanish Offer Price, the Spanish Distributor may charge investors in Spain an initial participation commission of up to 2.00 per cent. of the Aggregate Principal Amount. Investors can obtain more information about this fee by contacting the Spanish Distributor at the address set out below Conditions to which the Spanish Offer is
subject:
The Issuer reserves the right, in its absolute discretion, to cancel the Spanish Offer and the issue of the Notes in Spain at any time prior to the Issue Date. In such an event all application monies relating to applications for Notes under the Spanish Offer will be returned (without interest) to applicants at the applicant's risk by no later than 30 days after the date on which the Spanish Offer of the Notes is cancelled. Application monies will be returned by cheque mailed to the applicant's address as indicated on the application form, or by wire transfer to the bank account as detailed on the application form or by any other method as the Issuer deems to be appropriate The Issuer shall publish a notice on the web-site of the Luxembourg Stock Exchange (www.bourse.lu) in the event that the Spanish Offer is cancelled and the Notes are not issued in Spain pursuant to the above
Description of the application process: Applications for the purchase of Notes may be made by a prospective investor in Spain to the Spanish Distributor
Pursuant to anti-money laundering laws and regulations in force in the United Kingdom, the Issuer, Citigroup Global Markets Limited or any of their authorised agents may require evidence in connection with any application for Notes, including further identification of the applicant(s), before any Notes are issued
17 Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:
It may be necessary to scale back applications under the Spanish Offer
The Issuer therefore reserves the right, in its absolute discretion, to decline in whole or in part an application for Notes under the Spanish Offer. Accordingly, an applicant for Notes may, in such circumstances, not be issued the number of (or any) Notes for which it has applied
Excess application monies will be returned (without interest) by cheque mailed to the relevant applicant's address as indicated on the application form, or by wire transfer to the bank account as detailed on the application form or by any other method as the Issuer deems to be appropriate
The Issuer also reserves the right to accept any subscriptions for Notes which would exceed the 'up to' aggregate principal amount of the Notes of EUR15,000,000 and the Issuer may increase the 'up to' aggregate principal amount of the Notes
The Issuer shall publish a notice on the web-site of the Luxembourg Stock Exchange (www.bourse.lu) in the event that the 'up to' aggregate principal amount of the Notes of EUR15,000,000 is exceeded and the 'up to' aggregate principal amount of the Notes is increased
Details of the minimum and/or maximum amount of application:
The minimum amount of any subscription is the Calculation Amount
Details of the method and time limits for paying up and delivering the Notes:
Notes will be available on a delivery versus payment basis
The Issuer estimates that the Notes will be delivered to the purchasers' respective book-entry securities accounts on or around the Issue Date
Manner in and date on which results of the Offer(s) are to be made public:
By means of a notice published by the Issuer on the web-site of the Luxembourg Stock Exchange (www.bourse.lu)
Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:
Not Applicable
Categories of potential investors to which the Notes are offered and whether tranche(s) have been reserved for certain countries:
Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:
Applicants in Spain will be notified directly by the Spanish Distributor of the success of their application
Dealing in the Notes may commence on the Issue Date
Amount of any expenses and taxes specifically charged to the subscriber or purchaser:
Apart from the Spanish Offer Price, the Issuer is not aware of any expenses and taxes specifically charged to the subscriber or purchaser in Spain
For details of withholding taxes applicable to subscribers in Spain see the section entitled "Spanish Taxation" under "Taxation of Notes" in the Base Prospectus
Name(s) and address(es), to the extent known to the Issuer, of the placers in Spain:
The Notes will be publicly offered in Spain through the following distributor (the Spanish Distributor): Citibank España SA
Avenida de Europa, 19
Parque Empresarial la Moraleja 28108 Alcobendas, Madrid Spain
8.2 Defined Terms
Distributor(s): The Spanish Distributor
Offer(s): The Spanish Offer
Offer Period(s): The Spanish Offer Period
Public Offer Jurisdiction(s): Spain
9. OTHER INFORMATION
19 SCHEDULE
PAYMENT OF REDEMPTION AMOUNT OR DELIVERY OF ENTITLEMENT AT MATURITY For the purposes of items 24, 25 and 28 of Part A above, the Issuer shall pay the Redemption Amount or deliver the Entitlement on the Maturity Date (subject as provided herein and in the Conditions), as determined by the Calculation Agent by reference to the following:
(i) if, on the Final Valuation Date, the Underlying Closing Level is equal to or greater than 75 per cent. of the Underlying Strike Level, the Issuer shall pay the Redemption Amount of EUR1,000 in respect of each Calculation Amount; or
(ii) if, on the Final Valuation Date, the Underlying Closing Level is less than 75 per cent. of the Underlying Strike Level, the Issuer shall deliver the Entitlement in respect of each Calculation Amount.
Where:
Strike Date means 29 April 2011. Such date shall be deemed to be a Valuation Date for the purposes of the Conditions and the provisions hereof and shall be adjusted in accordance with Condition 19 of the General Conditions and the relevant Underlying Schedule, where: Valuation Disruption (Scheduled Trading Days), Valuation Disruption (Disrupted Days) and Valuation Roll shall be as set out in item 25 of Part A above.
